Gordon Holdings, Ltd. v. Mohawk Business Machines Corp.

Motion for temporary injunction enjoining defendants from holding a stockholders’ meeting. The corporate defendant is a Maryland corporation. Article 23 (§ 44, subd. [d]) of the Code of Maryland provides: “ Unless otherwise agreed in writing, the record holder of any shares which actually belong to another, upon demand therefor, shall issue to such actual owner a proxy to vote such shares.” Section 47 of the New York Stock Corporation Law contains a similar provision. It seems clear that the proxies contemplated by these sections are irrevocable. The gist of this application *1025is that plaintiffs, because of a refusal by the corporation to transfer on its books to them 137,819 shares of which they are now the owners, will be deprived of voting the said shares. This relates to the internal affairs of the defendant corporation and the law of the State of Maryland controls (20 O. J. S., Corporations, § 1802). The papers show that plaintiffs’ attorneys have in their possession proxies for all of said shares. Under the Maryland statute, they may vote these shares as owners at the meeting. There is no need for a temporary injunction. Denied.

Settle order on one day’s notice, which order shall provide for the convening of the meeting which was adjourned to September 12, 1958, and which was not held on that day by reason of the stay contained in the order to show cause.